DEF 14A of Netscout Systems Inc, Jul 24, 2026

DEF 14A of Netscout Systems Inc

Filed Jul 24, 2026 · FY20260001193125-26-316095

Open on EDGAR

  1. Director Nominee Skills

    Director Nominee Skills The qualification, attributes, skills, and experience of our nominees and Directors were assessed using the following definitions:

  2. Director Nominee Skills

    | | Leadership: Experience leading an organization of significant size with proven ability to develop and execute a strategy to drive results and long-term stockholder value creation. | | | Financial: Expertise with corporate finance and capital structure and proven ability to identify and understand issues associated with our business and financial model, including, but not limited to, our financial risk exposures, and oversight of internal controls over financial reporting. | | | Human Capital and Talent Management: Demonstrated strength in attracting, developing, and retaining top talent and succession planning. | | | Service Assurance & Cybersecurity Industry: Experience in the service assurance and cybersecurity industry in which our Company operates. | | | Innovation & Product Development: Experience developing and leading forward-thinking product innovation and emerging technologies, including SaaS and cybersecurity technologies. | | | Sales & Go-to-Market: Experience building brand and product awareness and developing strategies to grow sales and market share for both existing and new products. | | | International Markets: An understanding of global markets, economic conditions, regulatory environments, and cultures, and a perspective on global market opportunities. | | | Strategic Planning: Experience developing and executing the long-term growth strategy of a technology company, through business combinations and acquisitions, product innovation, and effective sales and marketing campaigns. | | | Risk Management & Governance: Experience in public company corporate governance, legal and regulatory compliance, policy making, and risk oversight with an emphasis on comprehensive enterprise risk management. | | | Sustainability & Engagement: Experience with overseeing governance, sustainability, and engagement matters, including those related to environmental, social, and governance (“ESG”), to drive corporate strategy and stockholder value by operating sustainably and taking into account the interests of key stakeholders and communities in which our Company operates. | | | Cybersecurity & Data Privacy Oversight: Experience with and understanding of cybersecurity and data privacy issues including company-wide risk management and the legal and regulatory landscape. |

  3. Director Nominee Skills

    Class III Director Nominee Biographies Joseph G. Hadzima, Jr.

  4. Director Nominee Skills

    | | President and Co-founder, Neurostim Technologies; President, IPVision, Inc. | | | | Director Since: | Age: | Committee(s): | Class: | | July 1998 Independent | 74 | Audit, Nominating and Corporate Governance (Chair), Finance | III | | Director Qualifications ▪ Mr. Hadzima’s experience with emerging technology companies, his legal experience, and his service on other boards provides NetScout with a valuable business perspective and insight into emerging technologies that may affect the business and strategies of NetScout. Director Skills ▪ Cybersecurity & Data Privacy Oversight ▪ Sustainability & Engagement ▪ Leadership ▪ Risk Management & Governance ▪ Strategic Planning Professional Experience and Biography ▪ From 1998 to 2023, Mr. Hadzima was a Managing Director of Main Street Partners, LLC, a venture capital investing and technology commercialization company. Since 2000, Mr. Hadzima has also been President of IPVision, Inc., a Main Street Partners portfolio company that provides intellectual property analysis systems and services. In 2019, Mr. Hadzima co-founded Neurostim Technologies, a company commercializing a low cost neurostimulation patch technology for the treatment of the symptoms of various chronic medical conditions. Mr. Hadzima was a partner at Sullivan & Worcester LLP from 1987 to 1996 and was Of Counsel from 1996 to 2024, where his practice consisted of counseling new ventures on business and legal matters and advising financial institutions and others on computer and technology licensing matters. Mr. Hadzima has been a Senior Lecturer at MIT Sloan School of Management since 1990 and serves as a director on two private company boards. Other Public Company Directorships ▪ None. | | | |

  5. Director Nominee Skills

    | | Former Chief Information and Operations Officer, MUFG Americas Holdings Corporation | | | | Director Since: | Age: | Committee(s): | Class: | | September 2014 Independent | 68 | Audit, Compensation | III | | Director Qualifications ▪ Mr. Perretta’s experience with various Fortune 500 companies and his service on other boards provides NetScout with valuable business perspectives and insights into global issues that may affect the business and strategies of NetScout. Director Skills ▪ Cybersecurity & Data Privacy Oversight ▪ Innovation & Product Development ▪ Leadership ▪ Service Assurance & Cybersecurity Industry Professional Experience and Biography ▪ Mr. Perretta served as chief information and operations officer at MUFG Americas Holdings Corporation, a bank holding company, and its U.S. banking subsidiary, MUFG Union Bank, N.A. from April 2016 to January 2019. From September 2007 to April 2016, Mr. Perretta served as the Executive Vice President and Chief Information Officer at State Street Corporation and as a member of State Street Corporation’s Management Committee from February 2013 until April 2016. From December 1996 to September 2007, Mr. Perretta served in various roles at General Electric Corporation, including as Chief Information Officer for the North American Consumer Financial Services unit, Chief Technology Officer for General Electric Capital, and, from January 2003 to September 2007, as Chief Information Officer of General Electric Commercial Finance. Mr. Perretta previously served as a member of the board of directors of a privately held technology company, as well as Deutsche Bank Trust Company NA. He currently serves on the Board of Pathward Financial and the Advanced Cyber Security Center. Other Public Company Directorships ▪ Current: Pathward Financial, Inc. | | | |

  6. Director Nominee Skills

    Class III Director Nominee Biographies

  7. John R. Egan

    John R. Egan

  8. John R. Egan

    | | Managing Partner, Carruth Associates | | | | Director Since: | Age: | Committee(s): | Class: | | October 2000 Lead Independent Director | 68 | Audit, Finance, Nominating and Corporate Governance | II | | Director Qualifications ▪ Mr. Egan’s extensive understanding and involvement in the information technology industry together with his executive leadership roles and his service on other public company boards provides deep experience to NetScout. Director Skills ▪ Financial ▪ International Markets ▪ Leadership ▪ Risk Management & Governance ▪ Sales & Go-to-Market ▪ Service Assurance & Cybersecurity Industry ▪ Strategic Planning Professional Experience and Biography ▪ Since 1998, Mr. Egan has been a managing partner of Carruth Associates, a management company. He currently serves on the board of directors of Progress Software Corporation and the New England Board of National Association of Corporate Directors. Mr. Egan previously served on the board of directors of Verint Systems Inc., a customer experience company, EMC Corporation, a publicly held provider of computer storage systems and software, prior to its acquisition by Dell, and VMWare, a leader in virtualization and cloud infrastructure. Mr. Egan formerly served on the Board of Trustees at Boston College until 2018 and currently serves as a director for a privately held company. Other Public Company Directorships ▪ Current: Progress Software Corporation ▪ Within Past Five Years: Verint Systems Inc. (until July 2024) | | | |

  9. John R. Egan

    | | Co-Founder, President, Chief Executive Officer, and Chairman of the Board, NetScout | | | | Director Since: | Age: | Committee(s): | Class: | | June 1984 Non-Independent | 72 | None | II | | Director Qualifications ▪ Mr. Singhal’s experience serving as NetScout’s Chief Executive Officer since our founding, combined with his business expertise, industry-specific knowledge, and technical know-how, provides NetScout with invaluable strategic vision and capability. Director Skills ▪ Cybersecurity & Data Privacy Oversight ▪ Sustainability & Engagement ▪ Human Capital and Talent Management ▪ Innovation & Product Development ▪ International Markets ▪ Leadership ▪ Sales & Go-to-Market ▪ Service Assurance & Cybersecurity Industry ▪ Strategic Planning Professional Experience and Biography ▪ Anil K. Singhal has been a member of the Board since co-founding NetScout in June 1984 and has served as Chairman since January 2007. ▪ Anil K. Singhal co-founded NetScout in June 1984 and has served as NetScout’s Chief Executive Officer and as a Director on NetScout’s Board since inception. Under Mr. Singhal’s leadership, NetScout has grown substantially during the past four decades, completing its initial public offering in 1999, and acquiring the Danaher Communications Business in 2015 for $2.3 billion. Mr. Singhal has earned notable recognition for his entrepreneurial success, including the TiE (The Indus Entrepreneur) Boston Lifetime Achievement in 2013, Enterprise Bank’s 2013 George L. Duncan Award of Excellence, and Ernst & Young’s New England Entrepreneur of the Year in 1997. Mr. Singhal holds a BSEE from BITS, Pilani, India and an MS in Computer Science from the University of Illinois, Urbana-Champaign. Other Public Company Directorships ▪ None. | | | |

  10. John R. Egan

    NetScout engages in corporate governance practices designed to promote the long-term interests of our stockholders, strengthen the oversight of our Board of Directors and the accountability of management, and reinforce our standing as a trusted member of the communities we serve.

  11. John R. Egan

    | Accountability to Stockholders | | ▪ Regular Board Evaluation. Regular self-assessments, and Board and committee evaluations are used to identify desired characteristics for future Board members, assess overall Board composition and review and ensure sound governance practices. ▪ Director Resignation Policy. Our Corporate Governance Guidelines require that an incumbent Director who receives a greater number of votes “withheld” from his or her re-election than votes “for” such re-election submit his or her offer of resignation for consideration by the Nominating and Corporate Governance Committee and the Board. ▪ No Poison Pill. We do not have a poison pill in place. ▪ Transparency Regarding Governance. We make efforts to fully disclose corporate governance practices of importance to our stockholders. | | Strong, Independent Leadership | | ▪ Majority of Board is Independent. Currently, all of our Directors other than our Chief Executive Officer (“CEO”) and our former Chief Operating Officer (“COO”) are independent. ▪ Fully Independent Board Committees. Our Board committees consist exclusively of independent Directors. ▪ Lead Independent Director. We have a Lead Independent Director with significant responsibilities to provide independent oversight of management. ▪ Annual Appointment of Lead Independent Director and Chair. Both the Lead Independent Director and the Chairman of the Board are elected annually by the independent Directors. ▪ Annual Appointment of Committee Members and Periodic Rotations. The Board appoints members of its Committees annually and rotates committee assignments periodically. ▪ Regular Sessions of Independent Directors. The Board holds executive sessions of the independent Directors, chaired by the Lead Independent Director, following each regularly scheduled meeting of our Board. | | Responsiveness to Stockholders | | ▪ Continual Stockholder Engagement. We conduct year-round stockholder outreach, including responding to questions regarding corporate governance and executive compensation practices, with feedback provided to the Board. ▪ Process for Communicating with Independent Directors. We maintain a process for stockholders and interested parties to communicate with the Lead Independent Director or other independent Directors. ▪ Incorporated Stockholder Feedback. We have responded to investor interest in disclosure of the key skills of our Directors and our Board assessment and refreshment process, and we made and continue to make meaningful enhancements to our proxy materials, focusing on transparency, context, and readability. | | Stockholder Voting Rights | | ▪ No Non-Voting Shares or Multi-Class Shares. Common stock is the only class of shares outstanding, and each share of common stock is entitled to one vote. | | Board Structure | | ▪ Board Refreshment. Since April 2018, five of our current Directors, including four independent Directors, were elected to the Board for the first time. ▪ Robust Search. Our Corporate Governance Guidelines confirm the Board’s commitment to actively identifying and recruiting candidates exhibiting a diversity of skills, experiences, backgrounds and perspectives as part of the search process for new Board members. ▪ Diversity of Qualifications, Skills, Experience and Backgrounds. Directors reflect a diverse mix of qualifications, skills, experience and backgrounds relevant to our businesses and strategies. 33% of our Board nominees and continuing Directors are women and 33% are from underrepresented communities. ▪ High Board Attendance. During fiscal year 2026, our Directors attended approximately 96.7% of the aggregate number of the Board and the committee meetings for which they were eligible to attend. | | Management Incentive Structures | | ▪ Strong Say-on-Pay Support. Say-on-pay vote received approximately 86.63% stockholder support at the 2025 Annual Meeting of Stockholders. ▪ Executive Incentives Align with Stockholder Value. Incentive compensation performance goals include outcome-based measures that align with stockholder value, such as relative TSR, non-GAAP earnings per share (“EPS”), revenue and cybersecurity revenue growth. The Company awarded a significant percentage of our named executive officers’ equity compensation in performance-based restricted stock units (“PSUs”) in fiscal year 2026 in relation to total equity compensation. |

  12. John R. Egan

    Leadership of the Board NetScout maintains strong, independent leadership on our Board. While Mr. Singhal serves as NetScout’s Chair, President, and CEO, and Mr. Szabados serves as our Vice Chairman of the Board and Senior Advisor, Mr. Egan serves as NetScout’s Lead Independent Director. All but two of our current Board members are independent, and the Lead Independent Director has significant responsibilities to provide independent oversight of management. Both the Lead Independent Director and the Chairman of the Board are appointed annually by the independent Directors. Mr. Szabados will cease to serve as our Vice Chairman of the Board when his term as a director concludes at the 2026 Annual Meeting. The duties and responsibilities of the Chairman of the Board, Lead Independent Director, and CEO are set forth below:

  13. John R. Egan

    | Chairman of the Board | Lead Independent Director | Chief Executive Officer | | ▪ Sets the agenda of Board meetings ▪ Presides over meetings of the full Board ▪ Contributes to Board governance and Board processes ▪ Communicates with all Directors on key issues and concerns outside of Board meetings ▪ Presides over meetings of stockholders | ▪ Provides input regarding Board meetings, scheduling, and agendas ▪ Presides over executive sessions of the independent Directors of the Board ▪ Acts as a liaison between the independent Directors and the Chair and CEO on sensitive issues | ▪ Sets strategic direction for the Company ▪ Implements the Company’s vision and mission ▪ Leads the affairs of the Company, subject to the overall direction and supervision of the Board and its committees and subject to such powers as are reserved by the Board and its committees |

  14. John R. Egan

    The Board does not have a policy requiring that the positions of Chairman of the Board and CEO be held by different persons. The Board believes that combining the position of CEO and Chair is currently in the best interest of NetScout and its stockholders. As one of NetScout’s co-founders, Mr. Singhal provides extensive technology vision, industry expertise, and leadership; historical knowledge of NetScout, our customers, and solutions; and a deep understanding of the opportunities and challenges facing NetScout today. Those attributes, together with his combined role, place him in the best position to ensure that the Board and management act with a common purpose to execute NetScout’s strategic initiatives and business plans. In addition, the Board believes that its appointment of an experienced and involved Lead Independent Director to work with the Chairman of the Board and CEO provides independent leadership and oversight and results in a balanced and effective leadership structure for NetScout. Board Independence Our Corporate Governance Guidelines provide that our Board must consist of a majority of Directors who are independent. Under our Corporate Governance Guidelines, an “independent” Director is defined in accordance with the applicable provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the rules promulgated thereunder, and the applicable rules of The Nasdaq Stock Market (“Nasdaq”). Because it is not possible to anticipate or explicitly provide for all potential situations that may affect independence, the Board periodically reviews each Director’s status as an independent Director and whether any independent Director has any other relationship with the Company that, in the judgment of the Board, would interfere with the Director’s exercise of independent judgment in carrying out his or her responsibilities as a Director. None of NetScout’s non-employee Directors had, or was otherwise involved in, any relationship or transaction with the Company that would interfere with such Director’s exercise of independent judgment in carrying out his or her responsibilities. As a result, the Board determined that Directors Donahue, Egan, Grasso, Hadzima, Nash, Pelage, Perretta, and Vitale are independent under the applicable rules of Nasdaq. Mr. Singhal was determined not to be independent because he serves as our CEO and Mr. Szabados was determined not to be independent because he was an employee of NetScout until June 30, 2026. The Board also determined that each member of the Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee and Finance Committee is independent in accordance with the rules established by the SEC and Nasdaq. Additionally, there are no family relationships among any of our executive officers and Directors.

  15. Overview of Director Compensation Program

    Overview of Director Compensation Program We use a combination of cash and equity-based compensation to attract and retain individuals to serve on our Board. In developing our Director compensation program, the Board considered market data from a peer group of companies identical to those used to benchmark executive compensation, and recommendations from our Compensation Committee. Our Compensation Committee periodically reviews and recommends to the Board the type and amount of cash and equity compensation for independent Directors. We only compensate non-employee Directors for their service on our Board. Accordingly, Mr. Singhal, our CEO, does not receive compensation for his Board service, and Mr. Szabados, our former COO, was not eligible to receive additional compensation for his Board service while he served as a Senior Advisor, a role that ended on June 30, 2026. Our Board’s independent Directors receive cash compensation as set forth below:

  16. Overview of Director Compensation Program

    | | Chair* Retainer ($) | Member Retainer ($) | | Board of Directors | 95,000 | 60,000 | | Audit Committee | 30,000 | 15,000 | | Compensation Committee | 20,000 | 10,000 | | Nominating and Corporate Governance Committee | 12,000 | 6,000 | | Finance Committee | 12,000 | 6,000 |

  17. Overview of Director Compensation Program

    * Mr. Egan, as the Lead Independent Director, receives a Chair Retainer rather than our Chair, Mr. Singhal, who does not receive a retainer as an employee Director. In addition to the cash compensation described above, independent Directors are entitled to receive equity compensation. In fiscal year 2026, each independent Director then in service received a grant of restricted stock units with a grant date fair value of approximately $175,280 on September 10, 2025, consisting of 7,000 restricted stock units (collectively, the “Director RSUs”). All Director RSUs vest on the first anniversary of the grant date, provided that the Director attended at least 75%, in the aggregate, of the Board and Committee meetings on which they served in fiscal year 2026. If this attendance requirement is not met, the Director RSUs will vest on the third anniversary of the grant date. No other equity awards are given to our independent Directors. We did not make any changes to our Director compensation program in fiscal year 2026.

  18. Stockholder-Approved Director Compensation Limit

    Stockholder-Approved Director Compensation Limit The NetScout Systems, Inc. 2019 Equity Incentive Plan (as amended from time to time, the “2019 Plan”), under which the Director RSUs were granted, provides that the aggregate value of all cash and equity-based compensation paid or granted, as applicable, by NetScout to any individual for service as an independent Director with respect to any fiscal year of NetScout will not exceed $750,000.

  19. Director Compensation Table for Fiscal Year 2026

    Director Compensation Table for Fiscal Year 2026 The following table sets forth a summary of the compensation we paid to our independent Directors for service on our Board in fiscal year 2026.

  20. Director Compensation Table for Fiscal Year 2026

    | Name | Fees Earned or Paid in Cash ($) (1) | Stock Awards ($) (2) | Total ($) | | Robert E. Donahue | 89,601 | 175,280 | 264,881 | | John R. Egan | 122,000 | 175,280 | 297,280 | | Alfred Grasso | 88,000 | 175,280 | 263,280 | | Joseph G. Hadzima, Jr. | 93,000 | 175,280 | 268,280 | | Shannon Nash | 75,000 | 175,280 | 250,280 | | Marlene Pelage | 91,399 | 175,280 | 266,679 | | Christopher Perretta | 85,000 | 175,280 | 260,280 | | Vivian Vitale | 86,000 | 175,280 | 261,280 |

  21. Director Compensation Table for Fiscal Year 2026

    (1) Amounts represent the aggregate dollar amount of fiscal year 2026 fees earned or paid in cash for services as a Director, including annual retainer fees and committee fees, and for Mr. Donahue and Ms. Pelage, reflect prorated amounts for committee fees due to committee assignment changes during fiscal year 2026. Amounts shown do not reflect compensation actually received by the listed Directors but represent the aggregate full grant date fair value of Director RSUs granted to our independent Directors calculated in accordance with FASB ASC 718. The grant date fair value of the Director RSUs was calculated by multiplying the closing price of our common stock on the Nasdaq Global Select Market on the date of grant by the number of Director RSUs granted. The fair value shown above may not be indicative of the value realized on the date the Director RSUs vest due to variability in the share price of our common stock. The number of unvested RSUs held by each independent Director as of the last day of fiscal year 2026 were as follows: Mr. Donahue: 7,000; Mr. Egan: 7,000; Mr. Grasso: 7,000; Mr. Hadzima: 7,000; Ms. Nash: 7,000; Ms. Pelage: 7,000; Mr. Perretta: 7,000; and Ms. Vitale: 7,000. ADVISORY VOTE ON EXECUTIVE COMPENSATION In accordance with Section 14A of the Exchange Act, we are asking stockholders to vote on an advisory resolution to approve the compensation of our named executive officers as described in the Compensation Discussion and Analysis and the compensation tables. The stockholder vote is an annual advisory vote and is not binding on NetScout or our Board. Although the vote is nonbinding, the Compensation Committee and the Board values your opinions and considers the outcome of the vote in establishing our compensation philosophy and future compensation decisions. The Board is asking our stockholders to approve the following advisory resolution at the 2026 Annual Meeting: RESOLVED, that NetScout’s stockholders approve, on an advisory basis, the compensation of the named executive officers as disclosed in NetScout’s Proxy Statement for the 2026 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission. It is expected that the next say-on-pay vote will occur at the 2027 Annual Meeting of Stockholders. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ADVISORY APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. Our current executive officers(1) and their ages as of July 13, 2026, are as follows:

  22. Director Compensation Table for Fiscal Year 2026

    | Executive Officer | Age | Position | | Anil K. Singhal(1) | 72 | Co-Founder, President, Chief Executive Officer, and Chairman of the Board | | Anthony Piazza | 55 | Executive Vice President, Chief Financial Officer, and Treasurer | | Sanjay Munshi | 58 | Chief Operating Officer | | John W. Downing | 68 | Executive Vice President, Worldwide Sales Operations |

  23. Director Compensation Table for Fiscal Year 2026

    (1) Anil K. Singhal’s biographical information can be found in the table under the section titled “Continuing Director Biographies.”

  24. Net Income and Net Income Per Share

    | | Maintained NEO base salaries and target bonus opportunities at their fiscal year 2025 levels for all NEOs, other than Messrs. Piazza and Munshi, who were promoted during fiscal year 2026; our NEOs’ base salaries have otherwise not been increased since fiscal year 2023 |

  25. Net Income and Net Income Per Share

    | | Granted the same number of PSUs and RSUs to each NEO as we did in fiscal year 2025, other than Messrs. Piazza and Munshi, who were promoted during fiscal year 2026, and Mr. Szabados and Ms. Bua, who resigned during fiscal year 2026 |

  26. Net Income and Net Income Per Share

    | | Awarded approximately 40% of our NEOs’ annual equity awards in the form of PSUs tied to a multi-year performance period in accordance with our long-term equity compensation objectives; Mr. Szabados and Ms. Bua, who resigned from their respective positions in May 2025, did not receive any additional equity awards in fiscal year 2026 |

  27. Net Income and Net Income Per Share

    | | Based on actual achievement against each of our bonus criteria, payouts under the FY26 Bonus Plan (as defined in the "Annual Incentive Bonus Awards" section below) would have been earned at 154.5% of target. In determining the amount of each NEO’s cash incentive awards, the Compensation Committee considered, among other things, the overall strength of our fiscal year 2026 financial results, including annual revenue near the top of the range, non-GAAP EPS that exceeded the top end of the range, and significant shareholder value creation reflected in the increase in our stock price. Following this review, the Compensation Committee, for all NEOs other than the CEO, and the Board, for the CEO, determined that an upward adjustment to each eligible NEO's payout under the FY26 Bonus Plan was warranted. Accordingly, fiscal year 2026 cash incentive awards for all NEOs were approved at 174.7% of target. Under the terms of their respective Transition Agreements, neither Mr. Szabados nor Ms. Bua was eligible to receive an annual incentive bonus for fiscal year 2026. |

  28. Net Income and Net Income Per Share

    | What We Don’t Do | | | | Pay bonuses if performance levels fall below pre-determined thresholds except in extraordinary cases | | | Permit short sales, hedging or pledging of our stock | | | Enter into employment agreements that provide for fixed terms or automatic compensation increases or equity grants | | | Provide excessive cash severance | | | Provide our executives with tax gross-ups or significant perquisites | | | Permit repricing or cashing out of underwater stock options without stockholder approval | | | Maintain any executive pension plans, or any retirement programs, that are not generally available to all employees | | | Pay dividends or dividend equivalents on unvested equity awards unless and until awards vest |

  29. Net Income and Net Income Per Share

    | Attract and Retain | Pay-for-Performance | | NEOs’ total compensation should be competitive with peer companies so that we can attract and retain high-performing key executive talent. To achieve this goal, the Compensation Committee periodically reviews the compensation practices of other companies in our peer group, as discussed below in the “Use of Third-Party Data/Peer Group Data” section below. | Total compensation should reflect a “pay-for-performance” philosophy in which a substantial portion of each NEO’s compensation should be tied to the achievement of Company performance objectives and individual performance. | | Alignment with Stockholders’ Interests | Internal Parity | | Compensation practices should align the interests of our executives with our stockholders by tying a significant portion of total compensation to our overall financial and operating performance and the creation of long-term stockholder value. | To the extent practicable, and based on individual performance and position, base salaries and short-term and long-term incentive targets for similarly situated NEOs within the Company should be comparable to avoid divisiveness and encourage teamwork, collaboration, and a cooperative working environment. |

  30. Net Income and Net Income Per Share

    | Element | Purpose | Key Characteristics | | Base Salary | ▪ Provides a fixed level of compensation for performing the essential day-to-day elements of the job. ▪ Reflects each NEO’s qualifications, experience, and responsibilities compared to executives at similar companies. ▪ Gives executives a degree of certainty in light of having a majority of their compensation at risk. | ▪ The Compensation Committee determines base salary levels for NEOs other than our CEO and makes recommendations to the Board in the case of our CEO. ▪ For NEOs other than our CEO, base salary levels are determined by the Compensation Committee after considering the evaluations and recommendations made by our CEO, who applies his own judgment in making such recommendations. ▪ In making their recommendations and determinations for base salary levels, the Compensation Committee and CEO each review Company performance, the respective NEO’s individual performance, the NEO’s career with NetScout, the NEO’s current and long-term compensation, market data from our peer group and special circumstances such as strategic alliances or acquisitions. | | Annual Incentive Bonus Awards (Cash) | ▪ Provides an incentive to executives to achieve short-term Company performance goals that are designed to help accomplish our strategic plan. ▪ Company performance goals provide an effective way to measure our NEOs’ collective ability to create sustainable growth and profitability based on pre-established quantitative goals. | ▪ Target bonus amounts generally established shortly after the start of each fiscal year and are consistent with our pay-for-performance approach. ▪ In no event will any NEO receive more than 200% of his or her annual incentive bonus target. ▪ Corporate performance goals generally consist of Board-approved non-GAAP EPS and revenue targets, and other financial objectives deemed strategically important. ▪ Executive officers are eligible for annual incentive bonus awards only after NetScout meets or exceeds a threshold profitability target (non-GAAP EPS), except for Mr. Downing, our Executive Vice President, Worldwide Sales Operations, with respect to the portion of his annual cash incentive compensation opportunity based on sales commissions. ▪ If NetScout meets or exceeds the threshold non-GAAP EPS target, executive officers’ annual incentive bonus awards are then determined based on contribution to NetScout-wide financial goals. | | Long-Term Equity Incentives | ▪ Motivates executive officers to achieve our business objectives and manage risk by tying compensation to the performance of our common stock over the long term, which aligns the interests of management and stockholders. ▪ Motivates our executive officers to remain with NetScout by mitigating swings in incentives during periods when market volatility affects our stock price. ▪ Attracts highly qualified individuals who can contribute to our success. | ▪ Time-based RSU awards generally vest over four years; the ultimate value realized varies with our success as measured by our common stock price. ▪ RSUs are generally granted to executive officers at their appointment and then annually, depending upon performance. ▪ In fiscal year 2026, our NEOs received a significant portion (approximately 40% of shares granted) of their long-term equity incentives in the form of PSUs tied to a multi-year performance period. ▪ The Compensation Committee also reviews, with the use of tally sheets, previous equity grants to executive officers and considers the level of outstanding awards as a factor in determining the amount of long-term equity incentives granted to NEOs. |

  31. Net Income and Net Income Per Share

    | Element | Purpose | Key Characteristics | | Other Compensation | ▪ Provides benefits that promote employee health and welfare, which assist in attracting and retaining our executive officers. | ▪ Provides benefits that are common and appropriate for similarly situated executives of public companies, including health insurance and our 401(k) plan. ▪ Executive officers are also eligible for life insurance policies that provide for three times cash compensation (salary and annual incentive bonus target) up to a $1.5 million cap; Mr. Singhal is entitled to other benefits discussed below. | | Termination and Change of Control Protections | ▪ Attract and retain executives. ▪ Align interests with stockholders, including in the event of a change in control of the Company. ▪ Mitigate any potential employer liability and avoid future disputes or litigation. | ▪ Arrangements are generally designed to: (i) provide reasonable compensation to executive officers who leave our Company under certain circumstances to facilitate their transition to new employment, and (ii) require a departing executive officer to sign a separation and release agreement acceptable to us as a condition to receiving post-employment compensation payments or benefits. ▪ “Double-trigger” provisions preserve morale, stability, and productivity and encourage executive retention in the event of a change of control. ▪ These provisions are considered a typical component of a competitive executive compensation program for executives among our fiscal year 2026 peer group. |

  32. Net Income and Net Income Per Share

    Base Salaries and Target Bonus Amounts In May 2025, after reviewing Company and individual NEO performance in fiscal year 2025, as well as peer group market data, the Compensation Committee and the Board determined that the fiscal year 2025 base salaries and target bonus opportunities of our NEOs (other than Messrs. Piazza and Munshi) were appropriate and would remain unchanged for fiscal year 2026. In connection with their respective promotions, Messrs. Piazza and Munshi received base salary adjustments. The Compensation Committee considered that the target total cash compensation for each NEO other than the CEO was below the 25th percentile of the peer group market data, and the Board considered that the target total cash compensation was between the 25th and 50th percentiles for the CEO. The bonus opportunity cap remained at 200% of each NEO’s target bonus amount.

  33. Net Income and Net Income Per Share

    | | FY25 Base | FY26 Base | FY25 Target Bonus | FY26 Target Bonus | FY25 Sum of Base Salary plus Target | FY26 Sum of Base Salary plus Target | | Named Executive Officer | Salary | Salary | Amount | Amount | Bonus | Bonus | | Anil K. Singhal | $594,825 | $594,825 | $647,194 | $647,194 | $1,242,019 | $1,242,019 | | Anthony Piazza (1) | $— | $350,000 | $— | $250,000 | $— | $600,000 | | Sanjay Munshi (2) | $— | $350,000 | $— | $200,000 | $— | $550,000 | | John W. Downing (3) | $300,245 | $300,245 | $421,508 | $421,508 | $721,753 | $721,753 | | Michael Szabados (4) | $423,500 | $423,500 | $316,812 | $— | $740,312 | $423,500 | | Jean Bua (5) | $402,215 | $402,215 | $299,151 | $— | $701,366 | $402,215 |

  34. Net Income and Net Income Per Share

    (1) Mr. Piazza was appointed as our Executive Vice President, Chief Financial Officer, effective June 1, 2025. The fiscal year 2026 base salary reported in the table above reflects his annualized base salary. (2) Mr. Munshi was appointed as our Chief Operating Officer, effective June 1, 2025. The fiscal year 2026 base salary reported in the table above reflects his annualized base salary. (3) The information presented for Mr. Downing under each of the “FY25 Target Bonus Amount” and “FY26 Target Bonus Amount” columns includes both (i) an annual incentive bonus award with a target payout level of approximately 76% of his base salary based on achievement of the goals under the FY26 Bonus Plan (as defined below) and (ii) an annual sales commission bonus award with a target payout level of approximately 65% of his base salary based on his sales performance under Mr. Downing’s commission incentive plan. (4) Mr. Szabados resigned as our Chief Operating Officer, effective May 31, 2025. Pursuant to his Transition Agreement with the Company, he continued to receive his base salary during his service as Senior Advisor through June 30, 2026, but was not eligible for a bonus for fiscal year 2026. Ms. Bua resigned as our Chief Financial Officer, effective May 31, 2025. Pursuant to her Transition Agreement with the Company, she continued to receive her base salary during her service as a Senior Advisor through June 30, 2026, but was not eligible for a bonus for fiscal year 2026. Annual Incentive Bonus Awards Each year, we adopt an executive annual incentive bonus plan that provides for cash incentive payments to our eligible NEOs upon the achievement of certain performance objectives. After considering stockholder feedback and the practices of our peers and with consideration of alignment with our core organizational goals and long-term value creation, we based our NEOs’ fiscal year 2026 bonus payouts entirely on the achievement of pre-determined financial performance goals. Accordingly, the amount to be earned by each eligible NEO under the executive annual incentive bonus plan for fiscal year 2026 (the “FY26 Bonus Plan”) would be determined based on three variables: ▪ the executive officer’s annual incentive target opportunity as shown above; ▪ the Compensation Committee’s assessment and certification of NetScout’s performance compared with the corporate performance targets set forth below; and ▪ the relative weighting of each performance objective. Further, following the determination above based on the achievement against the performance objectives, the Compensation Committee and the Board retain the ability to exercise discretion to increase or reduce the annual incentive bonus payout based on other criteria such as the Company’s overall performance, but in no event will annual incentive payments be greater than 200% of target bonus amount.

  35. Corporate Performance Goals and Achievement

    Corporate Performance Goals and Achievement In June 2025, the Compensation Committee, for our eligible NEOs other than the CEO, and the Board, for our CEO, adopted the FY26 Bonus Plan, which was comprised of three financial performance goals (the same categories used for our fiscal year 2025 bonus plan): (i) non-GAAP EPS; (ii) total revenue; and (iii) year-over-year cybersecurity revenue growth. The Compensation Committee and the Board continued to utilize these goals for fiscal year 2026 as they believed that they correlated strongly with stockholder value and that using this combination of metrics provided an effective way to measure our NEOs’ collective ability to create sustainable growth and profitability. The weightings of these goals remain unchanged at 40% for non-GAAP EPS, 40% for total revenue, and 20% for year-over-year cybersecurity revenue growth. The following table sets forth the financial performance goals shared among all of our eligible NEOs, as approved by the Compensation Committee and the Board in June 2025, and the actual levels achieved, calculated in accordance with the FY26 Bonus Plan. NEOs would only be eligible for annual incentive bonus awards if NetScout met or exceeded the minimum performance level for the non-GAAP EPS goal, except for Mr. Downing, our Executive Vice President, Worldwide Sales Operations, with respect to the portion of his annual cash incentive compensation opportunity based on sales commissions. Based on actual achievement against each of our bonus criteria, as shown below, payouts under the FY26 Bonus Plan would have been earned at 154.5% of target. In determining the amount of each NEO’s cash incentive awards, the Compensation Committee considered, among other things, the overall strength of our fiscal year 2026 financial results, including annual revenue near the top of the range, non-GAAP EPS that exceeded the top end of the range, and significant shareholder value creation reflected in the increase in our stock price. Following this review, the Compensation Committee, for all NEOs other than the CEO, and the Board, for the CEO, determined that an upward adjustment to each eligible NEO's payout under the FY26 Bonus Plan was warranted. Accordingly, fiscal year 2026 cash incentive awards for all NEOs were approved at 174.7% of target. Under the terms of their respective Transition Agreements, neither Mr. Szabados nor Ms. Bua was eligible to receive an annual incentive bonus for fiscal year 2026.

  36. Corporate Performance Goals and Achievement

    | Performance Levels (% of Attainment) | Non- GAAP EPS(1) (Weighted 40%) | Total Revenue (millions) (Weighted 40%) | Cybersecurity Revenue Growth (Weighted 20%) | | Minimum (100%) | $2.25 | $825 | 10% | | Maximum (200%) | $2.40 | $865 | 15% | | Actual | $2.48 | $859.5 | 7.8% | | % Attainment | 200% | 186% | 0% | | % Weighted Attainment | 80% | 74.4% | 0% | | Total Potential Payout 154.5% | | | | | Total Actual Payout After Positive Discretion Applied 174.7% | | | |

  37. Corporate Performance Goals and Achievement

    (1) Non-GAAP adjustments exclude the expenses related to the amortization of acquired intangible assets; share-based compensation expense; acquisition-related depreciation expense; restructuring charges; goodwill impairment charges; executive transition costs; and loss on extinguishment of debt, net of related income tax effects. Please see Appendix A for GAAP to non-GAAP reconciliations. Annual Incentive Bonus Payout Amounts Below are each eligible NEO’s target and approved payouts under the FY26 Bonus Plan based on the achievements set forth above.

  38. Corporate Performance Goals and Achievement

    | Named Executive Officer | FY26 Target Bonus Payout | Percent of Target Bonus Payout Awarded | FY26 Actual Bonus Payout(1) | | Anil K. Singhal | $647,194 | 174.7% | $1,130,647 | | Anthony Piazza | $250,000 | 174.7% | $436,750 | | Sanjay Munshi | $200,000 | 174.7% | $349,400 | | John W. Downing (2) | $227,614 | 174.7% | $397,642 |

  39. Corporate Performance Goals and Achievement

    (1) The amounts disclosed in the “FY26 Actual Bonus Payout” column may differ from the product of the amounts disclosed in the “FY26 Target Bonus Payout” and “Percent of Target Bonus Payout Awarded” columns due to rounding. Mr. Downing’s annual cash incentive compensation for fiscal year 2026 consisted of two components: (1) an annual incentive bonus award with a target payout level of approximately 76% of his base salary based on achievement of the goals under the FY26 Bonus Plan, which is reflected in this table; and (2) an annual sales commission bonus award with a target payout level of approximately 65% of his base salary based on his sales performance. In addition to his payout under the FY26 Bonus Plan reflected in this table, Mr. Downing’s actual earned sales commission bonus for fiscal year 2026 was $183,428, representing approximately 61% of his base salary, based on his sales performance during fiscal year 2026. Mr. Downing’s commission incentive plan is based on an individual revenue quota. We are not disclosing the payout formulas in his commission incentive plan due to confidentiality and competitive concerns. Long-Term Equity Awards

  40. Long-Term Incentives

    Long-Term Incentives In fiscal year 2026, we used the following vehicles to ensure that our Long-Term Incentive Program (“LTI Program”) was balanced, performance-focused, and supportive of its objectives over a multi-year period: ▪ PSUs support the objectives of linking realized value to the achievement of critical performance objectives and stockholder alignment. PSUs granted under our LTI Program are earned based on achievement of long-term returns to stockholders as measured by NetScout’s total shareholder return, or TSR, relative to that of the Russell 2000 Index (“rTSR”), over a three-year period. ▪ RSUs keep our executive officers focused on the absolute performance of NetScout’s stock price. We believe RSUs encourage behavior and initiatives that support sustained long-term stock price growth and have retentive value, which benefits all stockholders. To continue to align our NEOs’ compensation with stockholder value, the Compensation Committee, for our NEOs other than our CEO, and the Board, for our CEO, provided approximately 40% of each NEO’s fiscal year 2026 target long-term incentive opportunity in the form of PSUs. The Compensation Committee and the Board believe that the PSUs promote stockholder alignment and create an unambiguous link between compensation of our NEOs to long-term value creation since the payout is directly linked to the Company’s long-term total shareholder appreciation relative to the Russell 2000 Index. Further, these PSUs cliff-vest upon the conclusion of a three-year performance period, and potential payouts are capped at 100% of the target achievement. The Compensation Committee, considering input from its compensation consultant, concluded that use of the Russell 2000 Index was an appropriate benchmark given the broad-based nature of the index, and because the Russell 2000 Index represents a robust, broad representation of the potential opportunity cost of investing in the Company from an investor’s perspective. The following table shows the long-term incentive awards granted in fiscal year 2026 to the NEOs. The number of PSUs and RSUs granted to Anil Singhal and John Downing did not change from fiscal year 2025. The long-term incentive awards granted to Messrs. Piazza and Munshi were made in connection with their respective promotions to their current positions. Mr. Szabados and Ms. Bua, each of whom resigned from their respective positions in May 2025, did not receive any equity awards in fiscal year 2026.

  41. Long-Term Incentives

    | Name | Performance Stock Units | Restricted Stock Units | Total | Grant Date Fair Value | | Anil K. Singhal | 28,800 | 43,200 | 72,000 | $1,346,256 | | Anthony Piazza | 12,000 | 18,000 | 30,000 | $560,940 | | Sanjay Munshi | 10,000 | 15,000 | 25,000 | $467,450 | | John W. Downing | 14,400 | 21,600 | 36,000 | $673,128 |

  42. Restricted Stock Units Granted in Fiscal Year 2026

    Restricted Stock Units Granted in Fiscal Year 2026 The Compensation Committee, for our NEOs other than our CEO, and the Board, for our CEO, grants RSU awards for retention purposes as they provide a payout opportunity to the NEOs only if they remain employed through the applicable vesting dates. The payout opportunity is directly linked with stockholder value and executive efforts over a multi-year time frame. Subject to continued service to NetScout through the applicable vesting date, RSUs vest in four equal annual installments beginning on the first anniversary of the grant date.

  43. Performance Stock Units Granted in Fiscal Year 2026

    Performance Stock Units Granted in Fiscal Year 2026 The PSUs are wholly “at risk” compensation as our performance must be at or above the threshold of the rTSR goal for the NEOs to earn any shares of our common stock subject to their PSUs. The PSUs will be measured over and paid out after a three-year performance period, beginning on May 6, 2025 and ending on May 5, 2028 (the “FY26 PSU Measurement Period”). A 30 trading-day averaging period will be used to determine the beginning and ending stock price values used to calculate the TSR of NetScout and the Russell 2000 Index. Our rTSR will be calculated at the end of the FY26 PSU Measurement Period by subtracting the TSR of the Russell 2000 Index from NetScout’s TSR, and then rounding such figure to the nearest whole number. It is important to note that for our executives to earn their target number of PSUs, our TSR must exceed that of the Russell 2000 Index over the FY26 PSU Measurement Period by at least five percentage points. In addition, the number of PSUs that can be earned under our program is capped at 100% of the target award amount. For every percentage point that NetScout’s TSR is below the target performance level, the payout of shares will be reduced by 2%. The Compensation Committee did not establish an absolute TSR target as it believed that performance would be best measured on a relative basis against the Russell 2000 Index. The payout of shares resulting from the PSUs cannot be more than 100% of the NEO’s target amount.

  44. Performance Stock Units Granted in Fiscal Year 2026

    | | Payout as % of Target | | | Threshold | 44 percentage points below Russell 2000 Index | 2% | | Target/Maximum | 5 percentage points above the Russell 2000 Index | 100% |

  45. Payout of Performance Stock Units Granted in Fiscal Years 2023 and 2024

    Payout of Performance Stock Units Granted in Fiscal Years 2023 and 2024 In October 2022, the Compensation Committee granted PSUs to our NEOs, which were measured over and paid out after a three-year performance period, beginning on October 26, 2022 and ending on October 25, 2025, using the same performance criteria described above for the PSUs granted in fiscal year 2026, except with respect to the measurement period. NetScout’s TSR was below the target performance level, which resulted in no payout under these PSUs. In June 2023, the Compensation Committee granted PSUs to our NEOs, which were measured over and paid out after a three-year performance period, beginning on June 15, 2023 and ending on June 14, 2026, using the same performance criteria described above for the PSUs granted in fiscal year 2026, except with respect to the measurement period. NetScout’s TSR was 27% below the target performance level, which resulted in the payout of shares being reduced by 54% and a total payout of 36%. Retirements of Chief Operating Officer and Chief Financial Officer Effective May 31, 2025, Mr. Szabados and Ms. Bua resigned from their respective positions as Chief Operating Officer and Chief Financial Officer of the Company. In connection with their respective resignations and transitions toward retirement, we entered into the respective Transition Agreements with Mr. Szabados and Ms. Bua, pursuant to which Mr. Szabados and Ms. Bua each continued as an employee of the Company in the capacity of Senior Advisor through June 30, 2026 (the “Employment Separation Date”). Pursuant to their respective Transition Agreements, Mr. Szabados and Ms. Bua each (1) continued to receive their existing base compensation and benefits through their Employment Separation Date, (2) were ineligible to receive an annual incentive bonus for the fiscal year ended March 31, 2026 or any other future years, (3) continued vesting in any of their outstanding time-based RSUs in accordance with such awards’ original terms through their Employment Separation Date, subject to their continued service through the applicable vesting dates, and (4) continued to be eligible to vest in any of their outstanding PSUs through their Employment Separation Date, subject to achievement of the applicable performance goals over the relevant performance periods, if and as certified by the Compensation Committee, and subject to their continued service with the Company through the dates on which the Compensation Committee certified achievement of the performance goals. As a member of the Board, Mr. Szabados was not eligible to receive additional compensation as a director under our non-employee director compensation policy until after the conclusion of his full-time employment with us as a Senior Advisor and he did not receive equity awards under the non-employee director compensation policy during his service as a Senior Advisor. In the event that, prior to their respective Employment Separation Dates, Mr. Szabados or Ms. Bua’s employment was terminated without Cause (as defined in the 2019 Plan), such terminated individual would have been entitled to (i) continued payment of base salary through June 30, 2026, less applicable withholdings and deductions, and (ii) continued eligibility for vesting of PSUs through June 30, 2026 (and payment thereunder to the extent the Compensation Committee certified performance achievement on or before such date). Following the Employment Separation Date, Ms. Bua continues to serve as a non-employee advisor to the Company but does not receive further compensation beyond continued vesting of her RSUs in accordance with their terms. Such non-employee advisory period will end when all of her outstanding RSUs have fully vested. Mr. Szabados entered into an amendment to his Transition Agreement with the Company on May 29, 2026, pursuant to which, following the Employment Separation Date, he continues to serve as a non‑employee advisor until the earlier of (i) the date on which all of his unvested RSUs have vested or (ii) the termination of the advisory relationship by either Mr. Szabados or the Company for any reason (the “Post Senior Advisor Period). During the Post Senior Advisor Period, Mr. Szabados will continue to vest in his time-based RSUs in accordance with the 2019 Plan but will not receive any additional compensation or benefits. If the Company terminates the Post Senior Advisor Period for any reason other than Cause (as defined in the 2019 Plan), the vesting of Mr. Szabados’ outstanding time-based RSU awards will accelerate by 12 months upon such termination. In the event there is a Change in Control (as defined in the 2019 Plan) while Mr. Szabados is serving as an employee, advisor, or director of the Company, or while Ms. Bua is serving as an employee or advisor of the Company, all of their unvested RSUs, to the extent not otherwise accelerated under the terms of the 2019 Plan, will automatically vest in full simultaneously with such Change in Control. Mr. Szabados and Ms. Bua’s respective amended and restated severance agreements, which are described in the following section, were terminated upon Mr. Szabados and Ms. Bua entering into their respective Transition Agreements. Post-Termination Compensation

  46. Post-Termination Terms

    Post-Termination Terms Anil K. Singhal Mr. Singhal’s 2007 employment agreement, as amended, provides that if any of the following three events occur—(1) NetScout terminates Mr. Singhal’s employment for any reason other than due cause (as defined in the agreement), (2) Mr. Singhal terminates his employment for any reason at any time following the consummation of a sale of NetScout, or (3) upon the death or disability of Mr. Singhal—then Mr. Singhal, or his estate, is entitled to receive in a lump sum a payment equal to the net present value of $16,208 per month for a period of seven years. If Mr. Singhal terminates his employment with NetScout for any reason prior to the consummation of a sale of NetScout, he is entitled to such lump sum payment for seven years. Mr. Singhal will also receive continued health and dental benefits during such period. Mr. Singhal’s severance benefits, including health and dental benefits, are fully vested, and we have projected future payments for the unfunded severance benefit obligation at approximately $1,275,424 as of March 31, 2026. Other Named Executive Officers NetScout has entered into amended and restated severance agreements with its NEOs, other than its CEO, based on its standard form. These agreements are intended to help NetScout retain key executives and to reinforce the continued attention and dedication of management in the event of a change of control and to provide protection so that such executives can act in the best interests of NetScout without distraction. The amended and restated severance agreements provide certain payments in the event that such executive officer is terminated without cause (as defined in the applicable agreement) or resigns for good reason (as defined in the applicable agreement) at any time prior to a change in control of NetScout (as defined in the applicable agreement) or within one year thereafter. In such event, such executive officer will receive 12 months of his or her then-current salary, and if such termination occurs after a change of control, such executive officer will also receive a prorated amount of his or her annual incentive bonus target, based on the months elapsed in such year that in any event will not be less than 50% of his or her annual incentive bonus target and accelerated vesting of any outstanding unvested equity awards under the 2019 Plan, or any successors thereto, that would have vested or become exercisable within one year of such termination. With respect to the severance agreement with Mr. Downing, if such termination occurs after a change of control, such payments will also include accrued but unpaid sales commissions plus a prorated amount of his maximum target sales commissions (without double counting for previously paid commissions) that in any event will not be less than 50% of his maximum target sales commissions. Each of the amended and restated severance agreements listed above contains one-year automatic renewal terms unless NetScout or the respective executive officer elects not to renew the agreement. The agreements also contain forfeiture or “clawback” provisions requiring repayment of severance amounts if it is ultimately determined that the executive officer committed certain prohibited conduct while employed by NetScout or materially breached any of the executive officer’s agreements with NetScout. As described above in the section titled “Retirements of Chief Operating Officer and Chief Financial Officer,” Mr. Szabados and Ms. Bua’s respective amended and restated severance agreements were terminated upon Mr. Szabados and Ms. Bua entering into their respective Transition Agreements in May 2025, which set forth each individual’s post-termination compensation arrangements. Other Benefits

  47. Acceleration Upon Death or Disability

    Acceleration Upon Death or Disability Under the 2019 Plan, consistent with the practice of many of our peers and to encourage our employees to remain employed with us, unless specifically provided otherwise in the applicable award agreement, if an executive officer’s service relationship with us or any of our affiliates terminates as a result of the executive officer’s death or disability, each of the executive officer’s equity awards will become fully vested (and exercisable, if applicable) as of the date of such termination, to the extent that such awards are outstanding and unvested as of such date. Notwithstanding the foregoing and unless otherwise provided, all PSUs held by our NEOs will be forfeited after a termination of service due to death or disability pursuant to the applicable PSU award agreements.

  48. General Health, Welfare, and Other Benefit Plans

    General Health, Welfare, and Other Benefit Plans Our NEOs are eligible to participate in a variety of employee benefit plans on the same terms as our other employees, including medical, dental and vision plans, our tax-qualified 401(k) plan, and our stock purchase plan. One exception to this broad-based eligibility is that executive officers at the vice president level and above are eligible for life insurance policies that provide for three times cash compensation (salary and annual incentive bonus target) up to a $1.5 million cap with evidence of insurability, which differs from the two times salary and annual incentive bonus target and $750,000 cap available to non-sales employees and two times salary and commission and $750,000 cap available to sales employees. We believe these benefits are consistent with benefits provided by our peer group and help us to attract and retain high-quality executives.

  49. Role of Compensation Consultants

    Role of Compensation Consultants In fiscal year 2026, the Compensation Committee engaged Pay Governance LLC, an independent compensation consulting firm, to assist with peer group analysis and to collect compensation information pertaining to executive and Director compensation matters. The Compensation Committee has determined that Pay Governance LLC is free from conflicts of interest.

  50. Use of Third-Party Data/Peer Group Data

    Use of Third-Party Data/Peer Group Data The Compensation Committee determines and periodically reevaluates our peer group based on the following criteria: company type, location, revenue, market capitalization, net income, number of employees, similar industry/related technology, and certain other qualitative factors. The Compensation Committee considers peer group data as one of several factors when examining and making decisions about executive compensation. The Compensation Committee believes the data is helpful but considers such information as part of a range of factors in determining appropriate compensation levels, including individual performance, role expertise, experience, recruiting needs, internal equity, retention requirements, succession planning, and best compensation governance practices. Generally, peer group data is used to compare the compensation of our executive officers with that of the executive officers of our peer group companies. The comparison is not intended to determine compensation in any formulaic way. Please see “Fiscal Year 2026 Peer Group” below for more information.

  51. Establishing Performance Goals for Annual Incentive Bonus Plan

    Establishing Performance Goals for Annual Incentive Bonus Plan Discussions of the next fiscal year’s annual incentive bonus plan goals typically begin during the fourth quarter of the then-current fiscal year, in conjunction with management’s development of proposed strategic and operating plans and a proposed budget for the next fiscal year. The Compensation Committee establishes goals for the NEOs other than the CEO and recommends to the Board and the Board establishes goals for the CEO consistent with NetScout’s strategic plan, financial goals, and operating budget for the year. Accordingly, the Compensation Committee and the Board generally have the expectation that achievement of the established performance goals will be challenging but achievable. With respect to corporate performance goals, the Compensation Committee, for our NEOs other than our CEO, and the Board, for our CEO, establishes a threshold performance goal, which is typically a profitability (non-GAAP EPS) target, which we must achieve before full Company-wide bonus accruals are made for the fiscal year. NetScout typically focuses its profitability target on our publicly communicated EPS guidance for the fiscal year. If EPS performance falls below guidance, the total Company-wide bonus pool will generally be reduced to zero if necessary. In the event of over-performance with respect to profitability, either due to higher revenue results, changes in product mix, decisions to reduce investment in certain areas, or unanticipated one-time events such as tax refunds, the additional funds will be allocated between a NetScout-wide bonus pool and stockholders in the form of increases to EPS. In addition, the CEO works with the NEOs to establish corporate financial targets and then presents those proposed shared financial targets to the Compensation Committee for review and evaluation. Fiscal Year 2026 Peer Group

  52. Peer Group

    Peer Group As one of the considerations in its deliberations on compensation matters, the Compensation Committee reviews competitive market data for executive compensation levels from a peer group of companies. While the Compensation Committee believes it is in the best interests of our stockholders to ensure that our executive compensation is competitive with that of other companies of similar size and complexity, the Compensation Committee does not use peer group data to set compensation levels at specific percentiles. Consistent with industry best practices, peer companies are identified based on comparability to NetScout across a range of factors, including revenue, market capitalization, net income, number of employees, and similar industry/related technology. We also seek to maintain a sufficient number of companies in our peer group to provide robust market comparisons. In selecting the peer group, the Compensation Committee generally targets companies with revenues ranging from approximately 0.4 to 2.5 times that of NetScout and market capitalizations ranging from approximately 0.25 to 4.0 times that of NetScout. For fiscal year 2026, we revised our peer group to (i) exclude Everbridge, Inc., Infinera Corporation, and SecureWorks Corp., based on completed or pending M&A activity, and ViaSat Inc. and ACI Worldwide, Inc., based on revenue and market capitalization considerations, and (ii) add Ribbon Communications Inc., 8x8, Inc., Fastly, Inc., PagerDuty, Inc., and Digi International Inc., based on their comparability in terms of revenue, market capitalization, and business focus. These changes align NetScout closer to the median revenue of the fiscal year 2026 peer group. Our fiscal year 2026 peer group consisted of the 19 companies set forth in the table below. At the time the Compensation Committee approved this peer group for fiscal year 2026, our revenue and market capitalization were 6% and 8% below the peer group median, respectively.

  53. Peer Group

    | NetScout’s Peer Group For Fiscal Year 2026 | | | | A10 Networks, Inc. (ATEN) | Extreme Networks Inc. (EXTR) | Ribbon Communications Inc. (RBBN) | | ADTRAN Holdings, Inc. (ADTN) | Fastly, Inc. (FSLY) | Tenable Holdings, Inc. (TENB) | | Blackbaud, Inc. (BLKB) | Harmonic Inc. (HLIT) | Verint Systems Inc. (VRNT) | | Box, Inc. (BOX) | InterDigital, Inc. (IDCC) | Viavi Solutions Inc. (VIAV) | | Calix, Inc. (CALX) | NETGEAR, Inc. (NTGR) | 8x8, Inc. (EGHT) | | Commvault Systems, Inc. (CVLT) | PagerDuty, Inc. (PD) | | | Digi International Inc. (DGII) | Rapid7, Inc. (RPD) | |

  54. Peer Group

    For fiscal year 2027, we revised our peer group to (i) exclude Verint Systems Inc (VRNT), based on completed or pending M&A activity, and (ii) add Varonis Systems Inc (VRNS), based on its comparability in terms of revenue, market capitalization, and business focus. These changes align NetScout closer to the median revenue and market capitalization of the fiscal year 2027 peer group. Regulatory Requirements and Risk Management

  55. Management of Risk

    Management of Risk Following review and discussion, the Compensation Committee believes that any risks arising from our compensation policies and practices for our employees will not have a material adverse effect on NetScout. In addition, the Compensation Committee believes that the mix and design of the elements of executive compensation do not encourage management to assume excessive risks. The considerations which led the Compensation Committee to this conclusion include the following: ▪ We provide executives with a reasonable base salary. We believe these base salary levels mitigate risk-taking behavior by providing reasonable predictability in the level of income earned by each executive and alleviating pressure on executives to focus exclusively on stock price performance to the detriment of other important business metrics. ▪ We use a mixture of compensation elements with performance measured across a range of timeframes that is intended to discourage short-term risk taking. Further, our executive team overall has a long tenure and significant experience, enabling it to deal with business cycles. ▪ Short-term incentives in the form of annual incentive bonus payouts are established at 100% of the target amount only after NetScout meets or exceeds a threshold profitability target. The Compensation Committee or the Board then determines whether, in the Compensation Committee’s or the Board’s discretion, performance or other criteria warrants a higher or lower payout, but in no event will annual incentive bonus payouts be more than 200% of an officer’s target. The Compensation Committee believes this process mitigates the likelihood that our executives will take excessive risks. ▪ Equity incentive awards are generally granted annually and generally vest over three to four years, so executives have a significant number of unvested awards that could decrease significantly in value if our business is not managed for the long-term. We have Director and Officer Stock Ownership Guidelines designed to reinforce such long-term view. We have a robust system of internal controls and a comprehensive compliance program, which includes extensive training of all employees, which promotes a culture of ethical behavior and compliance, as well as an appropriate attitude toward risk-taking. The Compensation Committee retains discretion to adjust compensation based on adherence to our values and compliance with programs, among other things. Policies for Compensation Risk Mitigation

  56. Summary Compensation Table for Fiscal Year 2026

    Summary Compensation Table for Fiscal Year 2026

  57. Summary Compensation Table for Fiscal Year 2026

    | Name and Principal Position | Fiscal Year | Salary(1) ($) | Bonus(2) ($) | Stock Awards(3) ($) | Non-Equity Incentive Plan Compensation(4) ($) | All Other Compensation(5) ($) | Total ($) | | Anil K. Singhal | 2026 | 594,825 | 130,732 | 1,346,256 | 999,915 | 134,559 | 3,206,287 | | Co-Founder, President, Chief Executive Officer, and | 2025 | 594,825 | — | 1,193,760 | 523,580 | 125,314 | 2,437,479 | | Chairman of the Board | 2024 | 594,825 | — | 1,830,096 | 323,585 | 104,460 | 2,852,966 | | Anthony Piazza(6) | 2026 | 342,416 | 50,500 | 560,940 | 386,250 | 16,652 | 1,356,758 | | Executive Vice President, Chief Financial Officer, and Treasurer | | | | | | | | | Sanjay Munshi(7) | 2026 | 360,698 | 40,400 | 467,450 | 309,000 | 16,051 | 1,193,599 | | Chief Operating Officer | | | | | | | | | John W. Downing(8) | 2026 | 300,245 | 45,978 | 673,128 | 535,092 | 22,741 | 1,577,184 | | Executive Vice President, Worldwide Sales | 2025 | 300,245 | — | 596,880 | 358,913 | 23,094 | 1,279,132 | | Operations | 2024 | 300,245 | — | 915,048 | 268,651 | 22,688 | 1,506,632 | | Michael Szabados(9) | 2026 | 423,500 | — | — | — | 29,653 | 453,153 | | Vice Chairman of the Board, former Senior Advisor, and | 2025 | 423,500 | — | 696,360 | 256,301 | 28,655 | 1,404,816 | | former Chief Operating Officer | 2024 | 423,500 | — | 1,067,556 | 158,410 | 28,926 | 1,678,392 | | Jean Bua(10) | 2026 | 402,215 | — | — | — | 21,168 | 423,383 | | Former Senior Advisor and former Executive Vice President, Chief Financial | 2025 | 402,215 | — | 596,880 | 242,014 | 21,018 | 1,262,127 | | Officer, Chief Accounting Officer, and Treasurer | 2024 | 402,215 | — | 915,048 | 149,584 | 20,568 | 1,487,415 |

  58. Summary Compensation Table for Fiscal Year 2026

    (1) Includes salary earned during the fiscal year. For Mr. Szabados and Ms. Bua, the amounts also include continued payments of their base salaries on and following May 31, 2025, which were received in their capacities as Senior Advisors pursuant to their respective Transition Agreements. (2) The Company maintains a performance-based annual incentive plan that permits the Compensation Committee to apply discretion to adjust awards. The amount reported in the Bonus column represents the discretionary increase approved by the Compensation Committee above the payout otherwise determined under the plan's pre-established performance measures and goals. (3) This column was prepared assuming none of the PSUs and RSUs will be forfeited. The amounts reflected in this column do not reflect actual value realized by the NEO but represent the aggregate grant date fair value of the PSU and RSU awards. The grant date fair value of all RSU awards granted was computed in accordance with FASB ASC Topic 718 and was calculated by multiplying the closing price of our common stock on the Nasdaq Global Select Market on the date of grant ($21.05) by the number of RSUs granted. The grant date fair value of the PSU awards granted in fiscal year 2026 was $15.17 per share, determined under FASB ASC Topic 718 using a Monte Carlo simulation model in a risk-neutral framework which simulates a range of possible future stock prices and estimates the probabilities of the potential payouts. The Monte Carlo inputs for the grant date fair value of the PSUs granted in fiscal year 2026 include: (i) an expected life of 3.0 years, based on the period between the grant date and the end of the performance period; (ii) a risk-free rate of 3.70%, based on applicable U.S. treasury yields; (iii) a volatility of 34.6% based on the historical volatility of our common stock; (iv) a dividend rate of 0.0% based on our dividend payment history; and (v) a starting common stock price of $21.05, which was the closing price of our common stock on the Nasdaq Global Select Market on the date of grant. In all cases, the amounts reflected above for PSU awards represent the maximum fair value of the performance-based portion of such awards as of the date of grant, assuming payout were to occur based on the achievement of maximum performance. (4) The Company maintains a performance-based annual incentive plan that permits the Compensation Committee to apply discretion to adjust awards. The amount reported in the Non-Equity Incentive Plan Compensation column represents the payout determined based on the plan's pre-established performance measures and goals and excludes any discretionary increase approved by the Compensation Committee, which is reported in the Bonus column. See the “All Other Compensation Table for Fiscal Year 2026” below for information regarding the amounts reported in this column. Mr. Piazza was appointed as our Executive Vice President, Chief Financial Officer, and Treasurer effective June 1, 2025. Mr. Piazza was not an NEO for fiscal years 2025 and 2024, nor have we previously reported his compensation for fiscal years 2025 and 2024. Accordingly, we have excluded Mr. Piazza’s compensation for fiscal years 2025 and 2024. (7) Mr. Munshi was appointed as our Chief Operating Officer, effective June 1, 2025. Mr. Munshi was not an NEO for fiscal years 2025 and 2024, nor have we previously reported his compensation for fiscal years 2025 and 2024. Accordingly, we have excluded Mr. Munshi’s compensation for fiscal years 2025 and 2024. (8) The information presented for Mr. Downing under the “Non-Equity Incentive Plan Compensation” column consists of both sales commissions and annual incentive bonus awards for the fiscal years ended March 31, 2026, 2025, and 2024. Mr. Downing’s actual earned sales commission bonus for fiscal year 2026 was $183,428, representing approximately 61% of his base salary, based on his sales performance during fiscal year 2026. Mr. Downing’s commission incentive plan is based on an individual revenue quota. (9) Mr. Szabados resigned as our Chief Operating Officer, effective May 31, 2025. Pursuant to his Transition Agreement with the Company, he did not receive any equity awards and was not eligible for a bonus for fiscal year 2026. (10) Ms. Bua resigned as our Executive Vice President, Chief Financial Officer, Chief Accounting Officer, and Treasurer, effective May 31, 2025. Pursuant to her Transition Agreement with the Company, she did not receive any equity awards and was not eligible for a bonus for fiscal year 2026.

  59. Grants of Plan-Based Awards in Fiscal Year 2026

    Grants of Plan-Based Awards in Fiscal Year 2026 The following table sets forth grants of plan-based awards to each of our NEOs for the fiscal year ended March 31, 2026:

  60. Grants of Plan-Based Awards in Fiscal Year 2026

    | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock | Grant Date Fair Value of Stock and Option | | Name | Grant Date | Grant Type | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | or Units(#)(3) | Awards ($)(4) | | Anil K. Singhal | 5/6/2025 | RSU | | | | | | | 43,200 | 909,360 | | | 5/6/2025 | PSU | | | | 576 | 28,800 | — | | 436,896 | | | | Cash | — | 647,194 | 1,294,388 | | | | | | | Anthony Piazza | 5/6/2025 | RSU | | | | | | | 18,000 | 378,900 | | | 5/6/2025 | PSU | | | | 240 | 12,000 | — | | 182,040 | | | | Cash | — | 250,000 | 500,000 | | | | | | | Sanjay Munshi | 5/6/2025 | RSU | | | | | | | 15,000 | 315,750 | | | 5/6/2025 | PSU | | | | 200 | 10,000 | — | | 151,700 | | | | Cash | — | 200,000 | 400,000 | | | | | | | John W. Downing | 5/6/2025 | RSU | | | | | | | 21,600 | 454,680 | | | 5/6/2025 | PSU | | | | 288 | 14,400 | — | | 218,448 | | | | Cash | — | 421,508(5) | 649,122 | | | | | | | Michael Szabados(6) | — | — | — | — | — | — | — | — | — | — | | Jean Bua(7) | — | — | — | — | — | — | — | — | — | — |

  61. Grants of Plan-Based Awards in Fiscal Year 2026

    (1) The amounts shown in this column reflect cash awards granted under the annual incentive bonus plan. Actual annual incentive bonus plan awards are paid out based on various factors, including NetScout’s overall performance, as described more fully in the section titled “Annual Incentive Bonus Awards” in the Compensation Discussion and Analysis. The possible award could exceed 100% of an executive officer’s target annual incentive bonus if NetScout exceeded its goals, but in no event could any executive officer receive more than 200% of his or her target annual incentive bonus. (2) The amounts shown in this column reflect PSUs granted pursuant to the 2019 Plan and vest based on achievement of NetScout’s total shareholder return relative to that of the Russell 2000 Index at the end of a three-year measurement period ending on May 5, 2028. For a summary of the performance vesting conditions for fiscal year 2026, see section titled “Long-Term Equity Awards” in the Compensation Discussion and Analysis. (3) The amounts shown in this column reflect RSUs granted pursuant to the 2019 Plan and vest in four equal annual installments with the first installment vesting on May 6, 2026. (4) The amounts shown in this column reflect the aggregate grant date fair value calculated in accordance with FASB ASC 718. See footnote (3) to the Summary Compensation Table for more information. (5) Represents a target annual incentive bonus of $227,614 and target commission payment of $193,894. Mr. Downing can earn up to 200% of the annual incentive bonus portion of his non-equity incentive plan award. (6) Mr. Szabados resigned as our Chief Operating Officer, effective May 31, 2025. Pursuant to his Transition Agreement with the Company, he did not receive any equity awards during fiscal year 2026 and was not eligible to receive an annual incentive bonus for fiscal year 2026. Ms. Bua resigned as our Executive Vice President, Chief Financial Officer, Chief Accounting Officer, and Treasurer, effective May 31, 2025. Pursuant to her Transition Agreement with the Company, she did not receive any equity awards during fiscal year 2026 and was not eligible to receive an annual incentive bonus for fiscal year 2026.

  62. Outstanding Equity Awards at Fiscal Year 2026 End Table

    Outstanding Equity Awards at Fiscal Year 2026 End Table

  63. Outstanding Equity Awards at Fiscal Year 2026 End Table

    | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested(#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested($)(3) | | Anil K. Singhal | 5/6/2025 | 43,200 | 1,373,328 | | | | | 5/6/2025 | | | 28,800(4) | 915,552 | | | 6/6/2024 | 32,400 | 1,029,996 | | | | | 6/6/2024 | | | 28,800(5) | 915,552 | | | 6/15/2023 | 21,600 | 686,664 | | | | | 6/15/2023 | | | 10,368(6) | 329,599 | | | 10/26/2022 | 13,500 | 429,165 | | | | Anthony Piazza | 5/6/2025 | 18,000 | 572,220 | | | | | 5/6/2025 | | | 12,000(4) | 381,480 | | | 6/6/2024 | 7,200 | 228,888 | | | | | 6/15/2023 | 4,000 | 127,160 | | | | | 8/25/2022 | 2,500 | 79,475 | | | | Sanjay Munshi | 5/6/2025 | 15,000 | 476,850 | | | | | 5/6/2025 | | | 10,000(4) | 317,900 | | | 6/6/2024 | 8,640 | 274,666 | | | | | 6/15/2023 | 4,800 | 152,592 | | | | | 8/25/2022 | 3,000 | 95,370 | | | | John W. Downing | 5/6/2025 | 21,600 | 686,664 | | | | | 5/6/2025 | | | 14,400(4) | 457,776 | | | 6/6/2024 | 16,200 | 514,998 | | | | | 6/6/2024 | | | 14,400(5) | 457,776 | | | 6/15/2023 | 10,800 | 343,332 | | | | | 6/15/2023 | | | 5,184(6) | 164,799 | | | 10/26/2022 | 6,750 | 214,583 | | | | Michael Szabados | 6/6/2024 | 18,900 | 600,831 | | | | | 6/6/2024 | | | 16,800(5) | 534,072 | | | 6/15/2023 | 12,600 | 400,554 | | | | | 6/15/2023 | | | 6,048(6) | 192,266 | | | 10/26/2022 | 7,875 | 250,346 | | | | Jean Bua | 6/6/2024 | 16,200 | 514,998 | | | | | 6/6/2024 | | | 14,400(5) | 457,776 | | | 6/15/2023 | 10,800 | 343,332 | | | | | 6/15/2023 | | | 5,184(6) | 164,799 | | | 10/26/2022 | 6,750 | 214,583 | | |

  64. Outstanding Equity Awards at Fiscal Year 2026 End Table

    (1) The amounts shown in this column reflect RSUs that vest based on service. The RSUs were granted pursuant to the 2019 Plan and vest in four equal annual installments with the first installment vesting on the one-year anniversary of the grant date. The amounts shown in this column reflect the aggregate market value of RSUs that remained unvested as of March 31, 2026. The market value of the RSU awards was calculated by multiplying the closing price of our common stock on the Nasdaq Global Select Market on March 31, 2026 (the last trading day of fiscal year 2026), by the number of RSUs that remained unvested as of March 31, 2026. The value shown above may not be indicative of the value realized on the date the RSUs vest due to variability in the share price of our common stock. (3) The amounts shown in this column reflect the aggregate payout value of PSUs that remained unvested under the awards as of March 31, 2026. The payout value of the PSU awards was calculated by multiplying the closing price of our common stock on the Nasdaq Global Select Market on March 31, 2026 (the last trading day of fiscal year 2026) by the number of PSUs disclosed in this table that remained unvested as of March 31, 2026. The value shown above may not be indicative of the value realized on the date the PSUs vest due to variability in the share price of our common stock. (4) The reported PSUs were granted pursuant to the 2019 Plan and vest based on NetScout’s total shareholder return relative to that of the Russell 2000 Index at the end of a three-year measurement period ending on May 5, 2028. For a summary of the performance vesting conditions for the PSUs, see the section titled “Long-Term Equity Awards” in the Compensation Discussion and Analysis. The number of PSUs disclosed in the table above were unvested as of the last day of fiscal year 2026 and, pursuant to SEC rules, reflects vesting at the target amount, as the Company’s performance through the last day of fiscal year 2026 exceeded the threshold performance level for such PSUs. The actual number of shares that will vest ranges from 2% to 100% of the target amount (assuming threshold performance is achieved), subject to completion of the applicable measurement period. (5) The reported PSUs were granted pursuant to the 2019 Plan and vest based on NetScout’s total shareholder return relative to that of the Russell 2000 Index at the end of a three-year measurement period ending on June 5, 2027. For a summary of the performance vesting conditions for the PSUs, see the section titled “Long-Term Equity Awards” in the Compensation Discussion and Analysis. The number of PSUs disclosed in the table above were unvested as of the last day of fiscal year 2026 and, pursuant to SEC rules, reflects vesting at the target amount, as the Company’s performance through the last day of fiscal year 2026 exceeded the threshold performance level for such PSUs. The actual number of shares that will vest ranges from 2% to 100% of the target amount (assuming threshold performance is achieved), subject to completion of the applicable measurement period. The PSUs granted to Mr. Szabados and Ms. Bua remained unvested as of the last day of fiscal year 2026, but were subsequently forfeited on June 30, 2026, in connection with their respective Transition Agreements. The reported PSUs were granted pursuant to the 2019 Plan and vest based on NetScout’s total shareholder return relative to that of the Russell 2000 Index at the end of a three-year measurement period ending on June 14, 2026. For a summary of the performance vesting conditions for the PSUs, see the section titled “Long-Term Equity Awards” in the Compensation Discussion and Analysis. The number of PSUs disclosed in the table above were unvested as of the last day of fiscal year 2026 and, pursuant to SEC rules, reflects vesting at 36% of target based upon the Compensation Committee's achievement determination on June 19, 2026.

  65. Option Exercises and Stock Vested in Fiscal Year 2026 Table

    Option Exercises and Stock Vested in Fiscal Year 2026 Table The following table sets forth option exercises and vested stock awards for each of our NEOs for the fiscal year ended March 31, 2026:

  66. Option Exercises and Stock Vested in Fiscal Year 2026 Table

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting(#) | Value Realized on Vesting($)(1) | | Anil K. Singhal | 13,500 | 316,035 | | | 10,800 | 250,776 | | | 10,800 | 251,100 | | | 13,500 | 362,475 | | Anthony Piazza | 2,500 | 57,100 | | | 2,400 | 55,728 | | | 2,000 | 46,500 | | | 2,500 | 58,763 | | Sanjay Munshi | 2,750 | 62,810 | | | 2,880 | 66,874 | | | 2,400 | 55,800 | | | 3,000 | 70,515 | | John W. Downing | 6,750 | 158,018 | | | 5,400 | 125,388 | | | 5,400 | 125,550 | | | 6,750 | 181,238 | | Michael Szabados | 7,875 | 184,354 | | | 6,300 | 146,286 | | | 6,300 | 146,475 | | | 7,875 | 211,444 | | Jean Bua | 6,750 | 158,018 | | | 5,400 | 125,388 | | | 5,400 | 125,550 | | | 6,750 | 181,238 |

  67. Option Exercises and Stock Vested in Fiscal Year 2026 Table

    (1) The amounts reflected in this column are calculated by multiplying the number of vested shares by the closing price of a share of our common stock on the Nasdaq Global Select Market on the vesting date.

  68. Pension Benefits Table for Fiscal Year 2026

    Pension Benefits Table for Fiscal Year 2026 We do not provide any benefits under any tax-qualified defined benefit plan, supplemental executive retirement plan or any other plan that provides for specified retirement benefits or other payments and benefits that will be provided primarily following retirement to any of our NEOs and have therefore omitted this table.

  69. Non-Qualified Deferred Compensation for Fiscal Year 2026

    Non-Qualified Deferred Compensation for Fiscal Year 2026 We do not provide a non-qualified defined contribution plan or other deferred compensation plan to any of our NEOs and have therefore omitted this table.

  70. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control The table below sets forth the estimated amount of payments and other benefits each NEO would be entitled to receive upon the occurrence of the indicated event, assuming that the event occurred on March 31, 2026. The table below includes the payments and other benefits that Ms. Bua and Mr. Szabados were entitled to receive under their respective Transition Agreements that were in effect as of March 31, 2026. The values relating to vesting of restricted stock unit awards are based upon a per share fair market value of our common stock of $31.79, the closing price reported on the Nasdaq Global Select Market on March 31, 2026 (the last trading day of fiscal year 2026). Actual payments made at any future date will vary based on various factors, including salary and annual incentive bonus levels, the vesting schedules of the various equity-based awards, and the price of our common stock at the time of termination or change of control. For purposes of the payments associated with a change of control set forth in the following table, we have assumed that the respective NEO was terminated on March 31, 2026, and that such arrangements were actually in effect as of such date. Please refer to the section titled “Post-Termination Compensation” in the Compensation Discussion and Analysis for a discussion of the particular terms of the applicable termination or change of control arrangements reflected in the table below.

  71. Potential Payments Upon Termination or Change of Control

    | Name | Termination Event* | Salary and Other Cash Payments ($)(1) | Vesting of RSUs/PSUs ($)(2)(3) | Health and Dental Benefits ($) | | Anil K. Singhal | Termination without cause by NetScout at any time or termination by Mr. Singhal for any reason | 1,110,579 | — | 164,845 | | | Death or Disability | 1,110,579 | 4,892,481 | — | | Anthony Piazza | Termination without cause or resignation for good reason other than in the context of a change of control | 350,000 | — | — | | | Termination without cause or resignation for good reason within one year following a change of control | 600,000 | 362,406 | — | | | Death or Disability | — | 1,579,963 | — | | Sanjay Munshi | Termination without cause or resignation for good reason other than in the context of a change of control | 350,000 | — | — | | | Termination without cause or resignation for good reason within one year following a change of control | 550,000 | 382,434 | — | | | Death or Disability | — | 1,476,328 | — | | John W. Downing | Termination without cause or resignation for good reason other than in the context of a change of control | 300,245 | — | — | | | Termination without cause or resignation for good reason within one year following a change of control | 721,753 | 894,380 | — | | | Death or Disability | — | 2,446,241 | — | | Michael Szabados(4) | Entry into Transition Agreement | 423,500 | 688,559 | — | | Jean Bua(4) | Entry into Transition Agreement | 402,215 | 590,193 | — |

  72. Potential Payments Upon Termination or Change of Control

    * In addition to the Company’s Executive Compensation Recovery Policy, discussed in the Compensation Discussion and Analysis, Mr. Singhal’s employment agreement, as amended, and each of the amended and restated severance agreements with our NEOs other than Mr. Singhal include a clawback provision releasing the Company from its obligation to make additional payments and requiring the relevant executive to repay the Company for amounts paid in the event an investigation by the Company reveals the executive engaged in fraudulent, dishonest, or criminal acts. The agreements provide for notice and an opportunity to cure. (1) For a description of Mr. Singhal’s employment arrangement and the other NEOs’ amended and restated severance agreements, as well as further details regarding potential payments to the NEOs, please see the section titled “Post-Termination Compensation” in the Compensation Discussion and Analysis. Effective June 1, 2025, Mr. Piazza was appointed was Executive Vice President, Chief Financial Officer, and Treasurer, and Mr. Munshi was appointed as Chief Operating Officer. As of March 31, 2026, upon a termination without cause or a resignation for good reason within one year following a change in control, each of the NEOs, other than Mr. Szabados and Ms. Bua (as further discussed in footnote 4 below), and Mr. Singhal, was entitled to acceleration of unvested equity-based awards granted under the 2019 Plan, or any successors thereto, that would have vested or become exercisable within one year of such termination. There were no outstanding stock options for the NEOs on March 31, 2026. For vesting of such unvested equity-based awards, the amount shown in this column represents the fair market value of such equity-based awards (assuming target performance for PSUs) based on $31.79, the closing price of our common stock on the Nasdaq Global Select Market on March 31, 2026 (the last trading day of fiscal year 2026). Pursuant to the 2019 Plan, unless otherwise provided in the applicable award agreement, if an executive officer’s service relationship with us or any of our affiliates terminates as a result of the executive officer’s death or disability, each of the executive officer’s equity based awards will become fully vested (and exercisable, if applicable) as of the date of such termination, to the extent that such awards are outstanding and unvested as of such date. There were no outstanding stock options for the NEOs on March 31, 2026, and all PSUs held by the NEOs will be forfeited after a termination of service due to death or disability pursuant to the applicable PSU award agreements. For vesting of RSUs, the amount shown in this column represents the fair market value of unvested RSUs based on $31.79, the closing price of our common stock on the Nasdaq Global Select Market on March 31, 2026 (the last trading day of fiscal year 2026). (4) Effective May 31, 2025, Mr. Szabados resigned as Chief Operating Officer and Ms. Bua resigned as Executive Vice President, Chief Financial Officer, Chief Accounting Officer, and Treasurer, at which time each of their amended and restated severance agreements terminated in connection with each of them entering into Transition Agreements. For more information on the payments and benefits Mr. Szabados and Ms. Bua received and continue to be entitled to under their Transition Agreements, please see the section titled “Retirements of Chief Operating Officer and Chief Financial Officer” in the Compensation Discussion and Analysis. The amounts shown for Mr. Szabados and Ms. Bua reflect the actual payments and benefits received by each of them in connection with their respective Transition Agreements from May 31, 2025 through March 31, 2026, which include (i) the base salary payments received in their capacities as Senior Advisors and (ii) the value of the continued vesting of their equity awards, which was calculated by multiplying the number of vested shares by the closing price of a share of our common stock on the Nasdaq Global Select Market on each vesting date.

  73. CEO Pay Ratio

    CEO Pay Ratio Under SEC rules, we are providing information regarding the relationship between the annual total compensation of Mr. Singhal, in his role as CEO, and the annual total compensation of our “median employee.” For fiscal year 2026, we identified a new median employee using the methodology described below. For our last completed fiscal year, which ended March 31, 2026: ▪ The median of the annual total compensation of all employees (other than Mr. Singhal and including our consolidated subsidiaries) was approximately $188,583. ▪ Mr. Singhal’s annual total compensation, as reported in the Summary Compensation Table included in this Proxy Statement, was $3,206,286. ▪ Based on the above, for fiscal year 2026, the ratio of Mr. Singhal’s annual total compensation to the median of the annual total compensation of all employees was approximately 17 to 1. This pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K and based upon our reasonable judgment and assumptions. The SEC rules do not specify a single methodology for identification of the median employee or calculation of the pay ratio, and other companies may use assumptions and methodologies that are different from those used by us in calculating their pay ratio. Accordingly, the pay ratio disclosed by other companies may not be comparable to our pay ratio as disclosed above. We used the following methodology to identify our median employee. ▪ To determine our employee population, we included all full-time and part-time employees as of March 31, 2026. ▪ To identify our median employee from this employee population, we calculated the total target cash compensation of each employee as of March 31, 2026. Total target cash compensation for this purpose consisted of base salary or wages and target annual bonus or commission incentive. Compensation paid in foreign currencies was converted to U.S. dollars using an appropriate exchange rate. ▪ In making this determination, we annualized the compensation elements listed above for those employees who were employed by us for less than the entire fiscal year. Once we identified our median employee, we calculated the median employee’s annual total compensation in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in the median annual total compensation disclosed above.

  74. Pay Versus Performance

    Pay Versus Performance This section provides disclosure about the relationship between executive compensation actually paid to our principal executive officer (PEO) and non-PEO NEOs and certain financial performance measures of the Company for the fiscal years listed below. As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, please refer to the section titled “Compensation Discussion and Analysis.”

  75. Pay Versus Performance

    | | | | Average Summary | Average | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for PEO1 | Compensation Actually Paid to PEO2 | Compensation Table Total for Non-PEO NEOs3 | Compensation Actually Paid to Non-PEO NEOs4 | Total Shareholder Return5 | Peer Group Total Shareholder Return6 | Net Income (millions)7 | Non- GAAP EPS8 | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2026 | $3,206,287 | $5,212,972 | $1,000,816 | $1,658,876 | $112.82 | $122.25 | $95.5 | $2.48 | | 2025 | $2,437,479 | $2,250,215 | $1,315,358 | $1,218,885 | $74.57 | $119.88 | $(366.9) | $2.22 | | 2024 | $2,852,966 | $520,595 | $1,557,480 | $339,596 | $77.53 | $109.50 | $(147.7) | $2.20 | | 2023 | $4,509,598 | $3,588,493 | $2,342,272 | $1,866,383 | $101.72 | $86.59 | $59.6 | $2.18 | | 2022 | $3,908,422 | $4,553,782 | $2,077,840 | $2,418,447 | $113.91 | $103.01 | $35.9 | $1.84 |

  76. Pay Versus Performance

    1. The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Singhal (our President, Chief Executive Officer, and Chairman of the Board) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Summary Compensation Table for Fiscal Year 2026.” 2. The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Singhal, as defined and computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Singhal during the applicable fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Singhal’s total compensation as reported in the Summary Compensation Table for each fiscal year to determine the compensation actually paid:

  77. Pay Versus Performance

    | Year | Reported Summary Compensation Table Total for PEO | Reported Value of Equity Awards(a) | Equity Award Adjustments(b) | Compensation Actually Paid to PEO | | 2026 | $3,206,287 | $(1,346,256) | $3,352,941 | $5,212,972 | | 2025 | $2,437,479 | $(1,193,760) | $1,006,496 | $2,250,215 | | 2024 | $2,852,966 | $(1,830,096) | $(502,275) | $520,595 | | 2023 | $4,509,598 | $(2,901,420) | $1,980,315 | $3,588,493 | | 2022 | $3,908,422 | $(2,504,520) | $3,149,880 | $4,553,782 |

  78. Pay Versus Performance

    (a) Represents the grant date fair value of equity awards granted in each fiscal year presented, as reported in the “Stock Awards” column of the Summary Compensation Table. (b) The equity award adjustments for each applicable fiscal year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value (computed consistent with the methodology used for share-based payments under U.S. GAAP) of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable fiscal year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable fiscal year; (iii) for awards that are granted and vest in the same applicable fiscal year, the fair value as of the vesting date; (iv) for awards granted in prior fiscal years that vest in the applicable fiscal year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior fiscal years that are determined to fail to meet the applicable vesting conditions during the applicable fiscal year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and the dollar value of any dividends or other earnings paid on stock or option awards in the applicable fiscal year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable fiscal year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:

  79. Pay Versus Performance

    | Year | (i) Year End Fair Value of Outstanding and Unvested Equity Awards | (ii) Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | (iii) Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | (iv) Change in Fair Value from End of the Prior Year to the Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year | (v) Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | (vi) Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Equity Award Adjustments | | 2026 | $2,130,192 | $1,123,074 | $— | $157,275 | $(57,600) | $— | $3,352,941 | | 2025 | $1,370,448 | $(192,411) | $— | $(171,541) | $— | $— | $1,006,496 | | 2024 | $1,144,800 | $(1,574,505) | $— | $(72,570) | $— | $— | $(502,275) | | 2023 | $2,160,900 | $(351,225) | $— | $170,640 | $— | $— | $1,980,315 | | 2022 | $2,747,880 | $352,800 | $— | $49,200 | $— | $— | $3,149,880 |

  80. Pay Versus Performance

    3. The dollar amounts reported in column (d) represent the average of the amounts reported for the NEOs as a group (excluding Mr. Singhal) in the “Total” column of the Summary Compensation Table in each applicable fiscal year. The names of each of the NEOs (excluding Mr. Singhal) included for purposes of calculating the average amounts in each applicable year are Michael Szabados, Jean Bua, John W. Downing, Anthony Piazza, and Sanjay Munshi for fiscal year 2026 and Michael Szabados, Jean Bua, and John W. Downing for fiscal years 2025, 2024, 2023, and 2022. 4. The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Singhal), as defined and computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Singhal) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation as reported in the Summary Compensation Table for the NEOs as a group (excluding Mr. Singhal) for each fiscal year to determine the compensation actually paid, using the same methodology described above in Note 2:

  81. Pay Versus Performance

    | Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs | Average Reported Value of Equity Awards | Average Equity Award Adjustments(a) | Average Compensation Actually Paid to Non-PEO NEOs | | 2026 | $1,000,816 | $(340,304) | $998,364 | $1,658,876 | | 2025 | $1,315,358 | $(630,040) | $533,567 | $1,218,885 | | 2024 | $1,557,480 | $(965,884) | $(252,000) | $339,596 | | 2023 | $2,342,272 | $(1,504,005) | $1,028,116 | $1,866,383 | | 2022 | $2,077,840 | $(1,321,830) | $1,662,437 | $2,418,447 |

  82. Pay Versus Performance

    The amounts deducted or added in calculating the total average equity award adjustments are as follows:

  83. Pay Versus Performance

    | Year | (i) Average Year End Fair Value of Equity Awards | (ii) Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards | (iii) Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | (iv) Average Change in Fair Value from End of the Prior Year to the Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year | (v) Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | (vi) Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Average Equity Award Adjustments | | 2026 | $538,465 | $420,622 | $— | $56,557 | $(17,280) | $— | $998,364 | | 2025 | $723,292 | $(99,190) | $— | $(90,535) | $— | $— | $533,567 | | 2024 | $604,200 | $(817,899) | $— | $(38,301) | $— | $— | $(252,000) | | 2023 | $1,123,425 | $(185,369) | $— | $90,060 | $— | $— | $1,028,116 | | 2022 | $1,450,270 | $186,200 | $— | $25,967 | $— | $— | $1,662,437 |

  84. Pay Versus Performance

    5. Cumulative total shareholder return, or TSR, is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. 6. Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: Nasdaq U.S. Benchmark Computer Services TR Index. 7. The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable fiscal year. Non-GAAP EPS refers to the Company’s diluted EPS as adjusted to eliminate the GAAP effects of: removing the expenses related to the amortization of acquired intangible assets; share-based compensation expense; acquisition-related depreciation expense; restructuring charges; legal (benefit) expense related to civil judgements; goodwill impairment charges; gain on divestiture of a business; loss on extinguishment of debt; and change in fair value of derivative instrument, net of related income tax effects. The Company has determined that non-GAAP EPS is the financial performance measure that, in the Company’s assessment, represents the most important performance measure used by the Company to link compensation actually paid to the NEOs, for the most recently completed fiscal year, to the Company’s performance.

  85. Tabular List of Financial Performance Measures

    | Compensation Actually Paid and Cumulative TSR of the Company and Peer Group | Compensation Actually Paid and Net Income | | | | | Compensation Actually Paid and Non-GAAP EPS | | | | |

  86. Non-Employee Director Compensation Limit

    Non-Employee Director Compensation Limit The aggregate value of all cash and equity-based compensation paid or granted by us to any individual for service as a non-employee Director of our Board with respect to any fiscal year of NetScout will not exceed $750,000, calculating the value of any equity awards based on the grant date fair value of such awards for financial reporting purposes.